Avalanche International, Corp. entered into a share exchange agreement to acquire MTIX Limited from Pravin Mistry, Paul Johnson and Daniel Johnson.
March 08, 2017
Share
Avalanche International, Corp. (OTCPK:AVLP) entered into a share exchange agreement to acquire MTIX Limited from Pravin Mistry, Paul Johnson and Daniel Johnson for $15 million on March 3, 2017. Under the terms of the transaction, the consideration for the class A and class B shares of MITX will be paid through convertible promissory notes of $9.5 million and $0.5 million in cash, $0.05 million of which has already been paid and 0.1 million shares of Avalanche's newly designated shares of Class B convertible preferred stock to Pravin Mistry, the majority shareholder of MITX. Pravin Mistry is the owner of Class A shares of MTIX while Paul Johnson and Daniel Johnson, own Class B shares of MTIX. Upon closing, subject to certain conditions, Avalanche International, Corp. will appoint two designees of Pravin Mistry to its Board of Directors.
The transaction is subject to absence of litigation, accuracy of the representations and warranties, performance by the parties of certain covenants and agreements in all material respects, absence of a material adverse effect and all outstanding options, warrants or other rights to purchase MTIX Shares, and/or all outstanding notes, preferred stock, or other securities convertible into or exchangeable for shares of MTIX shares having been cancelled and be of no further force and effect, or converted, exercised or exchanged for MTIX shares. The transaction is expected to close by April 30, 2017. As of July 13, 2017, the expected closing date was amended to July 19, 2017. As of August 21, 2017, closing date was further extended to August 21, 2017. Pursuant to the amended agreement, on August 22, 2017, the Board of Directors of Avalanche International, Corp. appointed Pravin Mistry and Manuel Turchan to serve as members of the Board, effective August 22, 2017. Marc J. Ross of Sichenzia Ross Ference Kesner LLP acted as legal advisor for Avalanche International, Corp.
Avalanche International, Corp. is a holding company, which is focused on the commercialization of Multiplexed Laser Surface Enhancement (MSLE). The Companyâs subsidiaries include MTIX Ltd and Restaurant Capital Group, LLC. MTIX Ltd is an advanced materials and processing technology company. MTIX Ltd has developed an environmentally friendly material synthesis technology for textile applications. Its MLSE technology utilizes a combined high-power pulsed ultraviolet (UV) laser and high frequency electrical discharge plasma. Its Multiplexed Laser Surface Enhancement technology treats both natural and synthetic textiles for a variety of functionalities, including dyeability and printing enhancements, hydrophilicity, hydrophobicity, fire retardancy and anti-microbial properties. RESTAURANT CAPITAL GROUP, LLC provides business capital resources, financial structuring, business development, and marketing and other consultation services to the boutique restaurant and hospitality sectors.